EXHIBIT 10
AMENDMENT NO. 1
TO THE
RESTATED AND AMENDED EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Restated and Amended Employment Agreement
between Xxxxxxx & Xxxxx, Incorporated (the "Company") and Xxxxx X. Xxxxxx (the
"Executive") is made as of October 1, 2002.
RECITALS
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The Company and the Executive entered into a Restated and Amended
Employment Agreement as of March 1, 1999 (the "Employment Agreement"). The
Compensation Committee of the Company's Board of Directors approved certain
amendments to the Employment Agreement. The Company and the Executive now desire
to amend the Employment Agreement as set out below.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the Company and the
Executive agree as follows:
1. Section 1 (Employment) of the Employment Agreement, first
paragraph, is amended to read in its entirety as follows:
The Company reaffirms its employment of the Executive as its Chief
Executive Officer, and the Executive confirms his employment in that
capacity.
2. Section 2.1 (Term) of the Employment Agreement is amended to read
in its entirety as follows:
The term of this Employment Agreement commenced on May 1, 1981
and shall end on October 1, 2003, unless terminated earlier in
accordance with this Agreement. Upon mutual agreement between the
Executive and the Company, the term of this Agreement may be extended
for up to two additional one-year periods.
3. Section 3 (Duties and Authority) of the Employment Agreement,
second and third paragraphs, are amended to read in their entirety as
follows:
The Executive shall use his best efforts, skills and abilities to
promote the Company's interests, shall serve as Chief Executive
Officer of the Company, Chairman of the Board (if so elected by the
Board), and director (if so elected by the shareholders of the
Company), and shall perform such duties consistent with his status as
Chairman of the Board and Chief Executive Officer as may be assigned
to him by the Board.
The direction and control exercised by the Board over the Executive
shall be such as is customarily exercised by a
board of directors over a chairman of the board and chief
executive officer.
4. Section 4.1 (Base Salary) of the Employment Agreement, first
sentence, is amended to read as follows:
The Executive's current annual base salary is $770,000.
5. Section 4.2 (Annual Cash Bonus) of the Employment Agreement, third
sentence of the first paragraph, is amended to read in its entirety as
follows:
The Executive's current target percentage is 70%.
6. Section 6.3 (Amount of Annual Pension Payments) of the Employment
Agreement is amended by deleting the first sentence and inserting the
following:
The Executive's annual Pension Payments shall be 45% of his
Five-Year Average Compensation. This percentage will increase to
50% if the Executive and the Company agree to extend the
Employment Agreement for an additional year (beginning October 1,
2003) and to 55% if they agree to extend it for a second year
(beginning October 1, 2004).
7. Section 9 (Consulting Agreement) of the Employment Agreement,
paragraph (c), is amended to read in its entirety as follows:
(c) In consideration for the consulting services to be rendered by
the Executive, the Company shall pay the Executive during the
first and second years of consultation an amount equal to 75% and
60%, respectively, of his Five-Year Average Compensation (as
defined in Section 6.3).
IN WITNESS WHEREOF, the Company and the Executive have signed this Amendment No.
1 as of the date first above written.
Executive Xxxxxxx & Xxxxx, Incorporated
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
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Xxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxx
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Title: Vice President
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